Terms and conditions
GRADME Terms and Conditions
The use of GradMe's website at www.GradMe.com, any authorized mobile device application, or any other provided means is subject to these Terms of Use ("Terms"). Prior to using or continuing to use the Site, please review these Terms carefully. Only agree to these Terms if you completely comprehend and accept each provision. Your use or continued use of the Site constitutes your representation and warranty that you comprehend, accept, and agree to all terms and conditions outlined in these Terms.
1. General Terms:
GradMe offers this Site to facilitate tutoring services for both Learners and Scholars, as well as any other entity that agrees to these Terms. When we refer to "you," "You," "User," or "Users," we mean Learners, Scholars, or anyone who views, accesses, uses, or creates content on the Site. By accessing or viewing Site content, contracting for tutoring lessons, registering as a Scholar, using the Site in any other way, or acknowledging agreement with these Terms, you accept these Terms entered into by and between GradMe and you. If you do not agree to these Terms, refrain from using the Site. In case of any inconsistency between the Site content and these Terms, the Terms will govern. Waiving any provision or failing to promptly enforce any right under the Terms will not result in a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is deemed invalid by any government law or regulation, or by any court or arbitrator, the parties agree to replace it with a new provision that serves the original business purpose, while keeping the other provisions of the Terms in effect.We urge you to carefully read this Agreement to ensure your comprehension of each provision. This Agreement features a mandatory individual arbitration clause and waiver of class action/jury trial provision that necessitates the use of arbitration on an individual basis for resolving disputes, rather than relying on class actions or jury trials.
2. Services
Our platform offers a marketplace for those seeking tutoring services to connect with those seeking to provide tutoring services. As independent businesses engaged by Learners, Scholars decide, are responsible for, and generally control the methods, materials, scheduling, frequency, duration and all other aspects of the tutoring they provide. Learners are responsible for selecting the right scholar for their needs. In making hiring decisions, Learners should review and investigate each scholar's self-reported credentials, education, and experience, as well as reviews and ratings from other learners.
3. Account Registration and Usage
1. You must register an account on the Platform (an “Account”).
2. You are responsible for safeguarding and maintaining the confidentiality of your Account information. You agree not to disclose your Account information to any third party and that you are entirely and solely responsible for any and all activities or actions that occur pursuant to the use of your Account on the Platform, whether or not you have authorized such activities or actions. You will immediately notify GRADME of any unauthorized use of your Account.
3. You agree that you will not permit, enable, introduce or facilitate other persons to participate in providing tutoring services from your Account, including others who may be subject to an agreement that is the same or similar to this Agreement.
4. Your Obligations and Conduct
All Users must: (a) be of legal age and have capacity to agree to these Terms on their own behalf or on behalf of a minor who will be receiving tutoring services; (b) provide accurate, current, and complete information about themselves as required during Site registration (“Registration Data”); (c) maintain the security of any password and identification information used to access the Site; (d) maintain and promptly update the Registration Data and any information you provide to GradMe, keep it accurate, current and complete; and (e) accept all risks of unauthorized access to information and Registration Data. You will have a password upon completing the registration process on the Site. You are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify GradMe of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. GradMe cannot and will not be liable for any unauthorized access to your account or data that arises from your acts or omissions. Users must use the Site in a manner that is lawful, relevant and proper to the applicable forum. Any use of the Site that GradMe, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of a User with or without notice. Specifically, but without limitation, Users may not:
1. Defame, abuse, harass in any form, harm, stalk, threaten or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;
2. Create, upload, post, send, receive or store any false, misleading, profane, defamatory, infringing, hateful, distasteful, obscene or unlawful topic, name, information, materials or content;
3. Use the Site for any purpose that is in violation of local, national, or international law, including without limitation wage/hour and working condition laws and regulations;
4. Create an account or accounts on the Site for fraudulent purposes, or for the purpose of misusing the Site, including without limitation misappropriating the Site or any information on the Site for your own commercial or pecuniary gain.
5. Upload files that contain software or other content that violates the rights of any third party, including without limitation intellectual property rights or rights of privacy or publicity;
6. Upload files that contain viruses, Trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or content that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network;
7. Attempt to gain unauthorized access to the Site, other User accounts, or other device, computer system or networks connected to the Site;
8. Advertise or offer to sell any goods or services for any commercial purpose on the Site that are not appropriate or relevant to the Site;
9. Impersonate another person or allow any other person or entity to impersonate you or use your credentials to access the Site;
10. Restrict or inhibit any other User from using and enjoying the Site.
GradMe reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to GradMe in its sole discretion. Alleged improprieties by any User may be reported to GradMe by email at [email protected].Use of Learner Data. By submitting, providing us access to, or causing us to receive Learner Data, you agree that GradMe may use the Learner Data for the purposes of (i) providing the Service, (ii) improving and developing our Service, (iii) enforcing our rights under these Terms.
Use of De-Identified or Anonymized Learner Data. You agree that both before and after the term of the Agreement, GradMe may collect, analyze, use, and retain data derived from Learner Data as well as data about users' access and use of the Service, for the purpose of operating, analyzing, improving or marketing the Service, developing new products or services, conducting research or other purposes, provided that GradMe may not share or publicly disclose information that is derived from Learner Data unless such data is de-identified and/or anonymized such that it cannot reasonably identify a specific individual.
Use of Personal Information for Marketing. You agree that GradMe may provide customized content, advertising, and commercial messaging to school, teacher or district administrative users and other non-learner users from time to time, provided that such advertisements shall not be based on Learner Data. For emphasis, and without limitation, GradMe shall never use Learner Data to engage in targeted advertising.
Disclosure of Learner Data and Third-Party Service Providers. You acknowledge and agree that GradMe may provide access to Learner Data to our employees and service providers which have a legitimate need to access such information to provide their services to us. We and our employees, affiliates, service providers, or agents involved in the handling, transmittal, and processing of Learner Data will be required to maintain the confidentiality of such data. GradMe shall not share Learner Data with third parties other than as described in this Agreement and in the GradMe Privacy Policy, or with consent of parent.
Learner Data Access and Deletion Requests. You may request that we delete Learner Data in our possession at any time by providing such a request in writing(email), and we shall comply with such request within thirty (30) days, except that GradMe shall not be required to delete Learner Data that has been moved to a personal account on the Service or as otherwise prohibited by law. GradMe is not required to delete data that has been derived from Learner Data if such data is de-identified and/or anonymized such that it cannot reasonably identify a specific individual. Confidentiality of GradMe information
You may obtain direct access via the Site to certain confidential information of GradMe and its affiliates, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. All right, title and interest in the Confidential Information remains with GradMe and its affiliates.
5. Representations and Warranties
As a scholar, you guarantee that: (i) you possess the necessary expertise to teach the subject(s) you have specified; and (ii) you will utilize the user-paid time on the Platform exclusively for delivering the Services; (iii) you warrant and affirm that any license, degree or certificate you've submitted on the platform is genuine, your own and has not been falsified or modified in any manner, including numbers, words, or dates, and that it has been granted by authorized and capable entities eligible to issue such certificates.
User Content (Knowledge Cloud)
You are solely responsible for any content that you create, transmit or display while using the Site. GradMe may now or in the future allow Users to submit, post, display, provide, upload, or otherwise make available content such as text, images, videos, files, documents, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Site is referred to as “User Content” or “Knowledge Cloud”).By submitting, posting, displaying, providing, or otherwise making available any research materials (the "Knowledge cloud") on or through the Site, the Scholar expressly grants, and the Scholar represents and warrants that the Scholar has all rights necessary to grant, to GradMe a non-exclusive, royalty-free, sub-licensable, transferable, perpetual, irrevocable, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Materials in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with GradMe's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. GradMe shall be entitled to receive a royalty fee of {15%} of the net revenue generated by the sale of the Materials on the Site. GradMe shall provide the Scholar payment within (15 days) after the end of each calendar month in which net revenue is generated by the sale of the Materials. The Scholar acknowledges and agrees that GradMe is not responsible for any loss, damage, or liability arising from the use or sale of the Materials, and that the Scholar shall indemnify and hold GradMe harmless from any such loss, damage, or liability. You must have the legal right to the User Content you submit to the Site. You may not upload or post any User Content to the Site that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload User Content that violates any third party's right of privacy or right of publicity. You may post only User Content that you have permission to post from the owner or by law.Users shall not create, upload, post, send, receive or store User Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, inconsistent with the GradMe mission or otherwise objectionable to GradMe or other Users; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone’s intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. GradMe reserves the right to edit or remove User Content that violates these Terms, that contains third-party commercial advertisements, or for any other reason it deems necessary.
6. Interactions with Users and Provision of Services:
1. GRADME acts as a technology service that facilitates the provision of tutor services to its Users. Neither user nor GRADME makes editorial or managerial decisions concerning, or otherwise exercise control or supervision over your provision of the Services, and neither user nor GRADME will be held responsible for your failure to comply with applicable laws or regulations. Without limiting the terms of the “Limitation of Liability” section below, neither user nor GRADME is responsible for the use or exchange of any information, files or goods between you and users of the Platform. Further, neither user nor GRADME controls, or is responsible for the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by you or users of the Platform, including, without limitation, the Services provided or other information made available through the Platform.
2. You are solely responsible for your interactions with users of the Platform. You understand that neither user nor GRADME screens users of the Platform. Your use of the Platform and your provision of the Services is at your own risk and discretion and you therefore agree to take reasonable precautions in all interactions with users of the Platform and that you are solely responsible for, and agree to exercise caution, discretion, common sense and judgment in, using the Platform or providing the Services and disclosing information, including any personal information to users of the Platform, the provision of which is not required by your provision of the Services.
3. GRADME reserves the right to evaluate your compliance with GRADME’s rules and policies and this Agreement. If you believe that a user of the Platform has violated the law or is defrauding, threatening or otherwise endangering anyone, you should immediately notify GRADME for assistance.
4. You will comply with all applicable local, provincial, federal and foreign laws, treatises and regulations in connection with your provision of the Services.
5. You are solely responsible for the content of the communications, assistance and direction that you provide as part of the Services.
6. You will not use the Platform or provide the Services in any manner that harasses a user of the Platform or could otherwise interfere with any other party's use or enjoyment of the Platform. You will respect the privacy of users of the Platform and will not use the Platform for unwelcome, rude or abusive communications or in any other disrespectful or detrimental manner, as determined by GRADME in its sole discretion.
7. You will neither use the Platform to invite a user to meet in person nor may you provide the Services to a user of the Platform outside of the Platform or pursuant to your provision of the Services.
7. Appearance and Setting
1. The appearance of the scholar during the session is to reflect the professional nature and quality of the services scholar offers to learner.
2. Background - The background of the session (visible area behind language consultant) should be a simple wall or drape that is light in color and located in a brightly lit environment.
3. Curtains that will move or shift, patterns, or dark colors are not permitted.
4. There should be nothing else visible behind the scholar that could distract the learner, including without limitation artwork, people walking behind scholar, windows, views of scholar immediate environment, other distractions, etc.
5. Lighting shall be bright enough for learner to see and view scholar face clearly. The lighting shall be of natural color and not distort or discolor the natural look of the video image.
6. Sound - There should be no ambient noise or other sounds that could distract learner or detract from the quality of the session.
7. Noise - learner should enjoy a session free of scholar background noise, including, without limitation, people, telephones, music, or other distracting sounds.
8. Video and Audio – scholar offers a unique, live, online teaching environment, and learner expects to be able to see and hear scholar clearly.
9. Scholar shall enter the session room corresponding with his or her schedule a minimum of five (5) minutes prior to session start time.
8. Payments
1. The scholars must set a price for their private and room sessions. Currently there is a price limit set which ranges from a minimum of 12$ per hour to 48$ per hour. However, there is no current price limit for knowledge cloud.
2. The scholar is responsible to provide correct information for the requested payment method (bank transfer, PayPal). The scholar agrees that failure to submit proper payment information may result in delayed or non-issuance of a payment. GradMe shall not be held liable for any consequences arising from the scholar’s failure to provide proper information. GradMe will not be held responsible for any payment that has been lost to wrong information. Please double check your information.
3. In order for a scholar to receive a payment, the scholar must request the payment.
4. To request a payment, the scholar should follow the below steps.:
Dashboard -> Earnings -> Request Payment.
5. A scholar will only be able to request the payment if the month with given sessions has ended and five days have passed on the last given session. After the scholar has requested the payment, please be patient while our professional team handles your request.
6. Payments will be disbursed twice a month. If you request a payment and it has not been approved in the first payment cycle, please wait for the next payment cycle. If you have any concerns, please feel free to contact us.
7. Scholar earning is calculated to (70%) of the fees per session or knowledge cloud purchase.
8. The scholar acknowledges and understands that if they reside in a country that requires the declaration of tax income, it is their sole responsibility to fulfill their obligations in accordance with the applicable tax laws and regulations. GradMe is not responsible for providing any tax advice, assistance, or filing on behalf of the scholar. The scholar agrees to indemnify and hold GradMe harmless from any liability, claims, penalties, or expenses arising from the scholar's failure to comply with their tax obligations.
9. In case GradMe decides to change information related to the payment policy, GradMe shall notify its scholars by prominent means(email, posting a notice through GradMe services)
10. If a scholar misses a session, the scholar is obliged to make up for the session with the learner. The scholar agrees to if the scholar has repetitive behavior of missing sessions, GradMe is entitled to take necessary action (by placing payment penalties or suspending the scholar account).
9. No Endorsement
You acknowledge and agree that GRADME does not endorse the Platform or any user of it and that GRADME will not be responsible for any damages or harm which results from your interactions, or those of anyone else, with users of the Platform. By providing the Services by way of the Platform, you agree as follows: (i) any legal remedy or liability that you or such third party seek to obtain for the actions or omissions of user of the Platform will be limited to a claim against such user who caused you, or such third party, harm; and (ii) you will not attempt to impose liability on, or seek any legal remedy from GRADME with respect to such actions or omissions.
10. Confidentiality and Intellectual Property
GradMe allows you to use the Site for personal, non-commercial purposes, but you must not remove any trademark, copyright, or other notices. Any other use is not permitted, including incorporating the information or material into a database, archive, or cache. You are not authorized to deep-link to the Site or use any automated process or device to scrape, copy, or monitor any part of the Site or its content unless explicitly authorized by GradMe. GradMe reserves its rights against anyone who violates these terms. You must obtain written consent from GradMe before linking or framing any pages or content from the Site. However, you may like, follow, or share links to the Site using social networking technology. GradMe reserves all rights not expressly granted in these terms.
You are not permitted to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, either in whole or in part, by any means, except as expressly authorized by GradMe or by the Content providers. Furthermore, you must not modify, decompile, or reverse engineer any software provided by GradMe, and you must not remove or modify any copyright, trademark, or other notice of ownership.
GradMe Trademarks refer to all the names, marks, brands, logos, designs, trade dress, slogans, and other designations that GradMe uses in connection with its products and services. Without GradMe's prior written consent, you may not alter or remove any GradMe Trademarks, or co-brand your products or materials with GradMe Trademarks. You acknowledge GradMe's rights in GradMe Trademarks and agree that any use of GradMe Trademarks by you will solely benefit GradMe. You agree not to use any GradMe Trademarks in your trademarks, service marks, company names, internet addresses, domain names, or any similar designations, for use on or in connection with computer or internet-related products, services, or technologies.
Unless explicitly stated herein, these Terms do not confer any license to intellectual property rights. You are allowed to display, copy, distribute, and download Content owned by GradMe on the Site, provided that you: (a) retain the copyright notice pertaining to the Content and add a permission notice (e.g., "used with permission") to the Content; (b) use such Content solely for personal and non-commercial purposes; (c) do not copy or post the Content on any networked computer or publish it in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) do not make any modifications to such Content. If you violate any of the terms or conditions in this document, this permission automatically terminates without notice. Upon termination, you must immediately destroy any downloaded and/or printed Content.
11. Privacy
You acknowledge and agree that you have reviewed, acknowledge and agree to the GRADME Privacy Policy, which is available at (https://staging.GradMe.com/privacy-policy) which policy governs GRAD ME’s collection and use of your “personal information” (as defined in the GRADME Privacy Policy and/or applicable law).
12. Indemnity
You agree to defend, indemnify, and hold GRADME, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your violation of this Agreement, your provision of the Services, and any claim made by a third party as a result of your provision of the Services, including any claim alleging your infringement upon the copyrights, trademarks, trade secrets, patents or other intellectual property rights of such third party.
13. Limitation of Liability
The platform provided by the site connects individuals seeking tutoring services with those who offer them. However, it should be noted that GradMe has no control over any user's actions or omissions on or off the site, nor does it provide any guarantees regarding the quality of services rendered by users. Users understand and agree that GradMe cannot be held responsible for any actions taken by users on or off the site and expressly disclaims any and all liability for any controversies, claims, suits, injuries, and/or damages arising from the site or related to user conduct. Users of the site transact with each other, and GradMe will not be involved in any user interactions. Therefore, GradMe is not liable for any disputes, claims, losses, injuries, or damages that may arise during or after user interaction. To the maximum extent permitted by law, GradMe is not responsible for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages arising out of or related to the site, including without limitation loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantages. This includes damages resulting from the use of or inability to use the site, the cost or procurement of substitute goods and services, statements or conduct of any third party on the site, and content or information that users may download, use, modify, or distribute. These limitations apply regardless of the failure of any limited remedy and shall remain in effect even if GradMe has been advised of the possibility of such damages. GradMe and users agree that the warranty disclaimers and limitations of liability set forth in these terms are fundamental bases of this agreement, and that they have been considered in determining the consideration to be given by each party under this agreement and in the decision by each party to enter into this agreement. The parties further agree that the warranty disclaimers and limitations of liability are fair and reasonable. If you are dissatisfied with the site or do not agree to any provisions of these terms, your sole and exclusive remedy is to discontinue using the site.
14.Termination
1. You agree that GRADME may terminate the independent user relationship contemplated by this Agreement termination upon payment only for any outstanding and unpaid earned Fees (net of any Penalty Costs) and you agree that no additional advance notice or fees in lieu of notice are required in the event of such termination at any time without notice or any further payment, including upon your breach of any of the terms of this Agreement.
2. You may terminate this Agreement at any time in your sole discretion upon providing GRADME with ten (10) calendar days’ notice of your intention to do so. Upon receipt of such notice GRADME may waive notice in which event this Agreement shall terminate immediately.
3. All obligations to preserve the GradMe Confidential Information, Intellectual Property and other warranties and representations set forth herein shall survive the termination of this Agreement.
15. CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT
As an independent contractor of GRADME, you agree and promise the following:(i) You will not disclose any confidential information that becomes public through means other than a breach of this Agreement;(ii) You will not disclose any information that you already knew prior to the date of this Agreement, and for which you had no confidentiality obligation;(iii) You will disclose confidential information if required by law, but only after informing GRADME in enough time to allow them to prevent such disclosure. This includes any court orders, government tribunal orders, or other legal processes.
You shall return or destroy, as directed by GRADME, Confidential Information, Proprietary Property and any other GRADME property to GRADME upon request by GRADME at any time. You shall certify, by way of affidavit or statutory declaration, that all such Confidential Information, Proprietary Property or GRADME property has been returned or destroyed, as applicable.
1. You shall, both during and after the Engagement, keep all Confidential Information and Proprietary Property confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of GRAD ME.
2. You covenant and agree not to make any unauthorized use whatsoever of or to bring onto GRAD ME’s premises for the purpose of making any unauthorized use whatsoever of any trade secrets, confidential information or proprietary property of any third party, including without limitation any trade-marks or copyrighted materials, during the course of the Engagement.
3. At the reasonable request of GRAD ME, you shall do all reasonable acts necessary and sign all reasonable documentation necessary in order to ensure GRAD ME’s ownership of the Proprietary Property, GRADME property and all intellectual and industrial property rights and other rights in the same, including but not limited to providing to GRADME written assignments of all rights to GRADME and any other documents required to enable GRADME to document rights to and/or register patents, copyrights, trade-marks, industrial designs and such other protections as GRADME considers advisable anywhere in the world.
4. You hereby irrevocably and unconditionally waive all moral rights you may now or in the future have in any Proprietary Property.
5. You agree that you will, if requested from time to time by GRADME, execute such further reasonable agreements as to confidentiality and proprietary rights as GRADME.
6. In case of any breach by GRADME of this Agreement or any other Agreement between you and GRAD ME, you will not make any claim in respect of any rights to or interest in any Confidential Information or Proprietary Property.
7. You acknowledge that the services provided by you to GRADME under this Agreement are unique. You further agree that irreparable harm will be suffered by GRADME in the event of your breach or threatened breach of any of his or her obligations under this Agreement, and that GRADME will be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, a temporary or permanent injunction restraining you from engaging in or continuing any such breach hereof. Any claims asserted by you against GRADME shall not constitute a defense in any injunction action, application or motion brought against you by GRADME.
8. GradMe respects the intellectual property of others, and we ask our Users to do the same. Accordingly, Users may not post, modify, distribute, or reproduce in any way any Content on the Site that is copyrighted material you do not own or have permission to use, without obtaining prior written consent of the copyright owner. GradMe reserves the right, in its discretion, to remove any Content if we believe it may infringe the copyright rights of others, and/or to terminate the accounts of Users who we believe to be infringers.
16. Miscellaneous
1. Complete Agreement. There are no oral representations, understandings or agreements with GRADME or any of its officers, directors or representatives covering the same subject matter as this Agreement. This Agreement is the final, complete and exclusive statement and expression of the agreement between you and GRADME and of all of the terms of this Agreement, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. This Agreement may not be later modified except by a further writing signed by GRADME, and no term of the Agreement may be waived except writing signed by the party waiving the benefit of such terms.
2. Satisfaction of all claims. The terms set out in this Agreement, provided that such terms are satisfied by GRADME, are in lieu of (and not in addition to) and in full satisfaction of any and all other claims and entitlements which you have or may have upon the termination of this Agreement and the compliance by GRADME with these terms will affect a full and complete release of GRADME from any and all claims which you may have for whatever reason or cause in connection with this Agreement and the termination of it. In agreeing to the terms set out in this Agreement, you specifically agree to execute and will deliver, upon request, a release if, as and when requested by Company upon termination of this Agreement.
3. No Waiver. No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any subsequent default or breach of the same or any other term, condition or covenant contained herein.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND GRADME ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
4. Binding Effect. This agreement will be legally binding for the parties involved, and will also provide benefits to their respective heirs, successors, and assigns. This includes any successors of GRADME resulting from voluntary dissolution, reorganization, merger, consolidation, or asset transfer of the organization.
5. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws, without regard to choice-of-law rules, of the UAE. You agree to submit to the personal jurisdiction of UAE for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that (city court) is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
6. Your Understanding. You recognize and agree that you have read and understood this Agreement and that you have received an adequate explanation as to the nature and scope of its contents. You acknowledge and agree that this Agreement entails important obligations and that, if necessary, you have had adequate opportunity to seek independent legal counsel before signing this Agreement.